SEC Division of Corporation Finance no-action letter: Archer Daniels Midland Company

FaegreBD.com FftEGRE~R Dll\JIELS USA • UK • CHINA W. Morgan Burns +1612 766 7136 morgan.burns@FaegreBD.com May 1, 2015 Mary Kosterlitz, Esq. Chief, Office of Enforcement Liaison Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: SEC v. Archer Daniels Midland Company Faegre Baker Daniels LLP 2200 Wells Fargo Center 90 South Seventh Street Minneapolis Minnesota 55402-3901 Phone +1612 766 7000 Fax +1612 766 1600 United States v. Alfred-C. Toepfer International (Ukraine) Ltd. Dear Ms. Kosterlitz:
This letter is submitted on behalf of our client Archer Daniels Midland Company ("ADM"), in connection with the settlement of the above-captioned matters with the Securities and Exchange Commission (the "Commission") and the Department of Justice (the "DOJ"). ADM hereby respectfully requests, pursuant to Rule 405 under the Securities Act of 1933, as amended (the "Securities Act"), that the Division of Corporation Finance, on behalf of the Commission, for good cause shown determine that ADM shall not be considered an "ineligible issuer" as defined in Rule 405 as a result of the entry of the judgment, described in greater detail below, against a subsidiary of ADM in Ukraine, Alfred C. Toepfer International (Ukraine) Ltd. ("Toepfer Ukraine"). The judgment against Toepfer Ukraine followed a plea agreement entered into as part of a comprehensive settlement with the Commission and the DOJ. We believe that relief from the ineligible issuer provisions is appropriate for the reasons articulated below, including but not limited to the fact that none of the conduct described in the plea agreement or the judgment pertains to activities undertaken by ADM or its subsidiaries in connection with ADM's or its subsidiaries' role as issuers of securities or any related disclosure; the considerable efforts ADM has undertaken to remediate and enhance its anti-corruption training and compliance program and internal controls; and the burden that would be placed on ADM if the waiver were not granted.